Adopted at Klövern’s Extraordinary Shareholders’ Meeting on 12 January 2012.
1. NAME OF THE COMPANY
The name of the Company is Klövern AB. The company is a public limited company.
2. REGISTERED OFFICE
The Company shall have its registered office in Nyköping. General meetings of shareholders may be held in Nyköping or Stockholm.
3. ACTIVITIES
The Company’s activities is to, direct or indirect via subsidiaries, acquire, own, manage, develop and sell properties and conduct in compatible activities.
4. SHARE CAPITAL
The share capital of the Company shall be no less than three hundred million kronor (SEK 300,000,000) and no more than one billion, two hundred million kronor (SEK 1,200,000,000).
5. SHARES
5.1 Number and classes of shares
The number of shares shall be no less than sixty million (60,000,000) and no more than two hundred and forty million (240,000,000).
Two classes of shares may be issued, common shares and preference shares. Common shares and preference shares may be issued up to an amount corresponding to at most 100 per cent of the share capital. A common share confers one vote. A preference share confers one-tenth of a vote.
5.2 Distribution of profit
Preference shares confer a preferential right over common shares to an annual dividend of ten Swedish kronor (SEK 10) per share with quarterly payment of SEK 2.50 per share. The record days for these payments shall be the last weekday in the month of June, September and December respectively after the annual general meeting of shareholders and in the month of March the year after the annual general meeting. In addition, preference shares shall entail a preferential right over common shares to a dividend of SEK 2.50 per share during the first quarter of 2012 with the record day for payment the final weekday of March 2012.
If no dividend is paid to preferential shareholders, or if only a dividend of less than ten Swedish kronor (SEK 10) per preference share is paid during one or more years, the preference shares shall confer a right to also receive Retained Amounts, as defined below, (including Upward Adjustment of Retained Amounts as defined below) before dividend is paid on common shares. If no dividend is paid or if only dividend of less than ten Swedish kronor (SEK 10) per preference share is paid for one or more years, it is incumbent on the following year’s annual general meeting to make a decision on the distribution of the quarterly payment of Retained Amounts. Preference shares shall not otherwise confer any right to dividend.
The difference between SEK 2.50 and the dividend paid per preference share (provided that the dividend decided upon at the annual general meeting is less than ten Swedish kronor (SEK 10)) for each quarter is added to “Retained Amounts”. In the event of dividend on preference shares being paid according to a decision at another shareholders’ meeting than the annual general meeting, distributed amounts per preference share shall be deducted from Retained Amounts. This deduction shall take place as at the day when payment is made to preference shareholders and be thus considered as settlement of the part of the Retained Amounts that has occurred first in time. Retained Amounts shall be adjusted upwards by a factor corresponding to an annual interest rate of eight (8) per cent (“The Upward Adjustment Amount”), whereupon upward adjustment shall take place beginning from the quarterly date on which payment of dividend has taken place (or should have taken place, in the event that no dividend has been paid at all) and based on the difference between SEK 2.50 and the dividend paid per preference share on the same quarterly date.
In the event of this calculation taking place on another date than a full year from the date on which the supplement or deduction respectively has taken place from Retained Amounts, adjustment of amounts added or deducted shall take place at an amount corresponding to the adjustment factor multiplied by the proportion of the year that has elapsed. Accrued Upward Adjustment amounts are added to Retained Amounts and shall thereafter be included in the calculation of the Upward Adjustment amount.
5.3 Issues
In the event of an increase of the share capital by a cash issue or a set-off issue, the shareholders have a preferential right to the new shares so that one old share confers a preferential right to one new share of the same class, that shares which are not subscribed to by the shareholders with preferential rights shall be offered to all shareholders and that, if it is not possible to issue the whole number of shares subscribed to due to the latter offer, the shares shall be distributed among subscribers in relation to their previous shareholding and, to the extent that this is not possible, by the casting of lots.
In the event of an increase of the share capital by a cash issue or a set-off issue of only one class of shares, the shareholders have a preferential right to the new shares only in relation to their previous shareholding of shares of the same class. The provisions made above shall not entail any restriction of the ability to make decisions on a cash issue or a set-off issue deviating from the shareholders’ preferential right.
If the Company decides to issue warrants or convertible instruments through a cash issue or a set-off issue, the shareholders have a preferential right to subscribe to warrants or convertible instruments as if the issue had concerned the shares that may be subscribed to due to the warrant or exchanged for the convertible instruments.
An increase of the share capital through a bonus issue may only take place by the issue of common shares. A bonus issue may, however, also take place by the issue of preference shares to common shareholders. It is then the case that only the common shareholders have the right to the new shares. The bonus shares are distributed among the common shareholders in relation to the number of common shares they previously owned.
5.4 Redemption
A reduction of share capital, although not under the minimum share capital, may take place from 2015 onwards after a decision of the annual general meeting through redemption of preference shares on the following grounds.
The annual general meeting of shareholders decides upon the number of preference shares that are to be redeemed on each occasion. The preference shares to be redeemed are decided upon by the casting of lots. If the decision is supported by all preference shareholders, the meeting can, however, decide upon which preference shares are to be redeemed.
Holders of a particular preference share which it has been decided to redeem are obliged three months after notification of the redemption decision to accept the redemption price for the share at an amount calculated as the total of SEK 175 plus Retained Amounts according to clause 5.2 (consisting of Retained Amounts and current Upward Adjustment Amounts up to and including the date on which the redemption amount falls due for payment). All interest calculation ceases from the date on which the redemption amount falls due for payment.
5.5 Dissolution of the Company
If the Company is dissolved, the preference shares shall confer a right to receive SEK 150 per share from the Company’s assets as well as any Retained Amounts (including Retained Amounts and current Upward Adjustment Amounts) according to clause 5.2 before distribution takes place to common shareholders. Preferential shares shall not otherwise confer any right to distributed amounts.
6. THE BOARD OF DIRECTORS
The Board of Directors shall consist of at least four and at most eight ordinary members.
7. AUDITORS
The Company shall have one or two auditors and the corresponding number of deputies or one or two firms of public accountants.
8. FINANCIAL YEAR
The financial year of the Company shall be the calendar year.
9. NOTIFICATION OF ANNUAL GENERAL MEETING
Notice of a shareholders' meeting shall be made by advertisement in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the Company’s website. A statement that the notice has been issued shall be made by advertisement in the Swedish newspaper Svenska Dagbladet.
10. SHAREHOLDERS' RIGHT TO PARTICIPATE IN GENERAL MEETINGS OF SHAREHOLDERS.
Shareholders wishing to participate in the proceedings at a general meeting of shareholders shall be registered as owner in the print-out or other presentation of the share register five working days prior to the meeting, and notify their intention to attend to the Company at the latest by 12.00 on the date stated in the notice of the meeting. The latter day may not be a Sunday, another public holiday, a Saturday, Midsummer Eve, Christmas Eve or New Year's Eve and not be earlier than the fifth working day prior to the meeting.
11. THE RIGHT OF EXTERNAL PARTIES TO ATTEND THE MEETING
Persons not registered in the share register shall be entitled to attend to general meetings of shareholders on the conditions decided upon by the Board of Directors.
12. ANNUAL GENERAL MEETING
At the Annual General Meeting the following matters shall be dealt with:
1. Election of the chairman of the meeting,
2. Preparation of and approval of voting list,
3. Election of one or two persons to approve the minutes,
4. Examination of whether the meeting has been duly convened,
5. Approval of the agenda,
6. Presentation of the Annual Report and the Audit Report and, when relevant, the
Consolidated Annual Report and the Audit Report for the Group,
7. Decisions
a) concerning adoption of the Statement of Income and Balance Sheet and, where
relevant,Consolidated Statement of Income and Consolidated Balance Sheet,
b) concerning allocation of the Company's profit or loss according to the adopted Balance Sheet,
c) concerning discharge of liability for the board members and the C.E.O.,
8. Determination of the number of board members and the auditor and deputy auditor or registered
firm of public accountants,
9. Determination of the fees for the board and auditors,
10. Election of board members and chairman of the board,
11. Election of auditor and deputy auditor or registered firm of public accountants,
12. Decisions on guidelines for remuneration to the Executive Management,
13. Decisions on the Nomination Committee,
14. Other matters to be dealt with by the meeting in accordance with the articles of association or the Swedish Companies Act.
13. RECORD DAY PROVISION
The Company's shares shall be registered in a register pursuant to the Liability Accounting of Financial Instruments Act (1998:1479).
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